On the Study and Application of Advanced Carnal Magic
by Dr. Edmund Sirus
Summary: Twilight brings along Trixie and Starlight to the old Everfree castle, the three of them chance upon an old book. Many secrets lay across its pages, but they happen to be more lascivious than evil. One of the mares is more than willing to test the spells out. For science, of course.[Sex magic][sex toys][futa][impregnation][daisychaining][oral sex]
1. On Masking Decadent Research

**On Concealing and Masking Decadent Research**

There was one thing that utterly delighted Twilight about her role as princess in Ponyville: the entire town was legally under her dominion. While that meant she was required to participate in an ungodly collective of bureaucratic nightmares and paperwork, it also meant she was her own boss. So while archaeological expeditions needed governmental approval if they were located at historical sights, she only needed her own consent.

Her hoofsteps disturbed the dust collected the floors of the Everfree Castle of the Two Sisters. What was it like here a millennium ago? Had the Everfree's strange mixture of black arts and thaumaturgy encroached on the laborious serfs? How far had the various schools of magic progressed, only to have secrets lost and knowledge vaults burned as two sisters battled—

"I know you're excited, but do you need a some napkins for cleanup or something?"

It was even more fascination how Trixie's voice never failed to sound like nails on a chalkboard.

Be calm, Twilight told herself. Starlight was here too, and Twilight didn't want to snap at Starlight's abrasive friend no matter how much she deserved it.

"If you are concerned about being bored, feel free to explore." And get out of her hair.

Bright and early in the morning, Twilight had teleported the three mares into the old castle library for cataloging and exploration. The mortar was still strong enough to fight back against the elements, and old enchantments kept the walls strong. Much inside was still intact and needed to be preserved, a job Twilight had taken upon herself, but the information in a royal archive was worth far more than anything else in the castle.

It was Canterlotian manners and common courtesy to extend the invitation to Starlight. It was an unforeseen and annoying bother to have an additional tagalong who wasn't by strict definition of the invitation not invited.

It pleased her to see Starlight being all awe and smiles upon setting hoof in these hallowed grounds. It was all too much like her first time seeing Celestia raise the sun for the first time. Starlight didn't say much as she picked a hallway and wandered off, her horn providing the only illumination, Trixie, haughty as ever, close to her side. Twilight didn't protest; Trixie was good for her.

Shenevergot to explore the library to her heart's content, but now that she got a good look through the tomes, it looked more like a public library than a private collection. Public documents like land holdings and the then current tax law were dotted among a load of reference materials. It was pages upon pages of mostly already known archived knowledge, but the nuggets buried within were worth so much more. She didn't get to even open a book before she was disturbed.

She took to the air as the large and withered mahogany doors crashed open. "Twilight~!" crooned an annoying voice. Trixie sauntered ahead of Starlight who was holding a bundle covered in rotten cloth.

Chiding words bubbled forth before Starlight's eager face pushed forward. "Look!" she said as she removed the cloth. Twilight expected a withered book falling apart from the ravages of time but was faced with an utterly immaculate text. Other than a collection of dust across the leather bound cover, Twilight couldn't see a wink of damage as her hooves settled to the floor.

"Where did you find this?" she asked breathlessly. "It's rare to find a preserved book from the era."

"Under a bed."

Huh? Her confusion must have been apparent for Trixie added, "The good stuff isn't going to be on a shelf. It is the stuff snooty nobles try to hide."

Starlight offered her the book as she started paging through it, immediately spotting a problem. "This is written in Middle Equestrian." She had a lexicon and translation guide but that would take time. Luna and Celestia could speak it easily enough, but getting a moment alone with either of them with their schedules would take even longer. Both unicorns looked over her shoulder as she paged through it and handed it back to Starlight.

...That smile of Trixie's was kind of uncomfortable.

"Say, Twilicorn, why don't you join the two of us and explore the castle for a few secrets?"

"Yeah," added Starlight. "We already found one."

Twilight was going to shoot down Trixie's recommendation as a distraction, but seeing her student's hopeful gleam was like looking at a begging kitten.

"Well, I had anticipated being in the library for my allotted time, but I don't see how looking elsewhere for material can hurt."

"Great!" exclaimed a discomfortingly cheerful Trixie. She snagged Starlight's discovery, slid it into her bags, and saddled up to her friend, chatting amicably. Oh, she was definitely up to something.

* * *

If there was one thing Trixie would know for sure about Twilight if she were a filly and in public school, it was she'd be browbeaten into doing everyone's homework. The cute, bookish alicorn had her moments, but she was unbearably naive at times.

Making sure her wagon's door was locked, she put away her hat and cloak and set her saddlebags by the door. She cleared off her dinner table of its usual crap and hodgepodge of magic trick paraphernalia. Next to come out was a bottle of alcoholic cider, the top popping off with a refreshing noise that preceded the spicy aroma that sent a pleasant burn in her lungs. She never practiced magic while under the influence, but alcohol made reading about magic so much easier.

She smirked and took a solid chug. Little did Twilight know, Trixie knew _exactly_ what the volume contained.

With her time perusing old bins and ancient second hand shops in her travels, she picked up on a few things. Mostly she did so in the hopes of collecting some new or unusual magic trick, but while she grudgingly admitted she wasn't as smart as Twilight, she was just as well-read. She recognized the language like Twilight, but unlike the little virgin princess, she could translate pieces of it without a reference guide.

It was an old dialect by the Unicornia Hegemony, only made somewhat incomprehensible because the scribe had chicken scratch in terms of penmanship. Her Middle Equestrian was a little rusty, but the cover spoke of economics and politics. It was comforting to see fake book covers were every bit as old as she thought, because the next page was talking about the filly's exploits and experimentation in sex magic. She flipped to a random page and took another sip.

 _Oil of Flames_

 _Exotic fragrance. Strong, but effective. Dost invite the little death and cries of passion for even the most morose of crones. Recommended by spinster handmaiden. She dost claim none reason for marriage due to potency of mixture and a scandalous number of conquests as a result._

 _Sandalwood oil_

 _Honeysuckle_

 _Frankincense_

 _Winter's Tears_

 _Essence of Kambrian Dayflies_

 _Saint Willow's Balm_

 _Blend together in almond oil base and drink prior to coitus._ _I have partaken many times and could continue well past the candles burning down the flame betwixt mine loins was so severe._

 _Stop taking extra doses. Mixture makes me too vocal and mine thighs are numb._

Trixie snorted. She wanted copies of this to circulate the modern nobility so much. She flipped to another random page, this one talking about her meeting with woodworkers and stonemasons to better shape materials with her magic. It was all research on what would make the best dildo, of course.

 _I hath settled on wood over metal or stone as a clean wood finish is pleasing to the eye, and forthwith far more inviting to my nethers than colder elements. Magical golems, while malleable and pleasingly filling, lack the pleasant comfort of a corporeal presence._

Holy hell, this filly was horny. Twilight may value knowledge far more than she should and that was the exact reason Trixie was grateful Twilight didn't get the first crack at the tome. How would the airhead princess react to a book filled with such delicious filth? All purity and virtue and all that garbage. She'd probably set fire to the book out of nervous fear.

However, all Twilight would need was time for translation and Trixie would not have unrestricted access to the book forever. At least she could get ahead of the curve and learn what she needed ahead of Twilight doing something stupid, or tipping off Starlight to her plan. Admittedly part of Trixie wanted the tome so Twilight wouldn't do anything rash. That was Plan A. She was a mare with needs and took no shame in wanting to spice up her time in the sack.

That wasn't the only reason she wanted to read up on the noble's spells. Envy. Desire. There was that little flutter in her chest every time she saw that cute little flank walking the crystal halls of Twilight's castle. Sure, Twilight had some things going for her and all, but Starlight...

Trixie closed the book and downed a burning gulp of booze. Starlight didn't want to ostracize her. Starlight could deal with her instinctual bitchy attitude and magnanimity. Starlight could shut the hell up during her shows and not be a little shit that won't stop heckling her _because she's too stupid to realize_ _ **it was all an act**_ _._

She stopped herself from drinking another mouthful; reading was easier when tipsy, not drunk. She didn't like Twilight and made peace with the fact she'd never like her long ago. That didn't matter. If she had a chance at getting a little closer to Starlight, she could suffer Twilight. Trixie had gotten attention for her shows before, but Starlight wanted her for _her_. Kindness was an odd thing to grow attached to, but now that she had it, Trixie didn't want to let it go.

Heh, she sounded like a lovesick filly nervous about asking out a colt she liked. That was the point of the book. A book would not judge her for asking for dating advice and told no tales when it held a treasure trove of romantic and sexual exploits. There could be nothing more perfect to help her woo Starlight.

 _Conjure Lovenest_

 _Emergency conjuration when atmosphere and intimacy is immediately necessitated..._

All she would need was time.


	2. On Sustaining Stamina and Courtship

**On Sustaining Stamina with Regards to Strenuous Lovemaking and Courtship Spellcraft**

Trixie was acting strange. Sure, the performer had her quirks just like Twilight had her own neuroses, but Starlight had never seen her friend be this skittish and shy before. Assertiveness was the axiom of performers. Starlight had questioned her about it on one occasion, but her concerns were brushed off. Well, if she wanted to deal with something on her own, there was little Starlight could do to stop her bullheaded friend.

The three of them were loners in just about every sense of the word. Whenever research came up, they would always squirrel away their notes to their own quarters and study alone. It was odd to Starlight that she found herself wanting to make time to work with Twilight instead. Starlight knew nothing about Middle Equestrian or linguistics, but rather than do her own work, she wanted to help Twilight with her translation.

At her request, Twilight was teaching her the basics of Middle Equestrian before the two of them delved into a translation while Trixie got first crack at the tome. As someone who lived with an entire town under her thumb, Starlight was confused by the inexplicable feelings that bubbled up when she was near Twilight. She felt nice. Well, a lot of ponies in town were nice, but Twilight had a very calming presence. While she liked to learn, Starlight had no personal or professional interest in the old book other than mild curiosity, she wanted to learn its secrets because she could spend more time with Twilight.

Oh, how those sweet little doe eyes and innocent smile tugged at her heart. Twilight reminded her of Sugar Belle in so many ways, and while she never had romantic interest in the baker, Starlight couldn't help but feel drawn to Twilight. Even as the two of them skimmed over notes and lexicons, the conversation muted every time her eyes strayed towards the mare. Despite being a princess, Twilight was first and foremost a friend that stopped her from going down a self-destructive path. Not once did she use royal authority over Ponyville like Starlight did with her old home Our Town.

' _You poor fool,'_ she told herself. Opposites attract, if the tingling warmth fluttering in her chest was any indication.

But that was part of the problem. They were too opposite of each other. One was a commoner, and one was royalty. Starlight's longing wanted a change in friendship, but there was nothing that could alter a change in station.

It was almost merciful when Twilight put an end for their daily studies. Gosh, even the finesse she had with her magic was amazing; without even looking, a good two dozen different texts and scrolls filed away without so much as a wayward glance to their locations or destinations.

"I wonder why she's got her nose in that book for," Twilight pondered. "I know Trixie doesn't know the language, so she can't read it, and I have the only lexicon for fifty miles." Twilight put a hoof to her chin as papers danced into a folder and filed themselves away on her active projects shelf. "At least I'm fairly certain she can't. She's displayed no inclination for other languages or linguistics in the past."

"I don't know," came her noncommittal mutter. She just wanted to leave.

After a few more courtesy goodbyes, Starlight left Twilight's room with her remaining supplies and breathed a thankful gasp when the door closed behind her. Dealing with her feelings towards Twilight was hard enough but recent days had shown her that Trixie may be more perceptive than she thought; she had a sneaking suspicion her best friend was aware of her muddled mind.

"~ _Starlight_?"

Speak of the devil.

Starlight followed the sing-song voice and saw Trixie leaning against a doorway with two tea cups wrapped in a soft magenta glow. Now that she thought about it, there was a faint smell on the edge of her senses.

"Blueberry tea?"

Trixie nodded and offered her a cup and she captured it with her own magical grasp. Such a drink wasn't common in Ponyville, but she didn't have such a drink back in Our Town and had grown attached to it ever since she'd been allowed to sample Twilight's reserves.

"I thought you'd need a little pick-me-up."

"Well, thank you Trixie. That was thoughtful of you." True, sometimes sessions with Twilight could take time and plenty of energy. She started walking and Trixie saddled up to her side. As Starlight lifted the cup to her lips, she caught another whiff, but it didn't smell like it was coming from the tea. Trying to be discreet, she sniffed. Sandalwood and vanilla. Trixie's mane and coat were also brushed and gleaming, and unless she was mistaken, Trixie was wearing a touch of eye shadow. She dolled herself up.

The sight struck her as remarkably peculiar; Trixie never cared about appearances and almost demanded ponies accept her as is.

Their path led them to Trixie's own quarters. Trixie's room was rather sparse, another oddity considering she retained the propensity to leave her crap lying around everywhere. Her work room doubled as a bedroom, but given the acidity between Twilight and Trixie, Starlight had doubts as to whether Trixie ever used it.

"You seemed eager to leave this time around. Twilight's leash too short for you?"

"No, it's just..."

"Trixie knows a moonstruck mare when she sees one."

"I am _not_ in mooning over Twilight!"

"Trixie understands. Two nerds in the same room day after day, looking over books, and one's a student and the other's a teacher."

"This is not going where you—"

"—I mean, Trixie always imagined Twilight liked to roleplay as a student after her time with Celestia—"

"—Twilight does not—"

"—Little filly, all alone in Canterlot, only one mare to look up to? Trixie ships it."

" _What does this even have to do with anything_!?"

"It's easy to fall for someone when you're near them for so long."

Something about her tone had frost. "What are you talking about?"

"You want my advice?"

"I—"

"Just kiss her! Do it in public, cement your feelings with a kiss, carry her back to the castle, and fuck her brains out."

"Trixie!" came her aghast reply.

"It's not like it's hard to see. Trixie sees it every time you're both out together. You keep looking at her when you think poor Twilight doesn't notice. Granted, Twilight's a big enough of an airhead she probably doesn't. Just surprise her with another kiss and a quick screw when you get back. Get it over with, like tearing off a bandaid rather than being moonstruck every time you see her."

Her friends could be crass, but this was something else entirely! "I'm not going to—Mmmmph!"

Warm lips feathered against her own. Her first thought was the two of them were about to be sprawled onto the floor in a flurry of flailing limbs, but Trixie was astonishingly gentle with only the lightest touch of her rough lips announcing her presence. Her forward friend wasn't being forward at all, but the pleasant sigh made it clear Trixie was enjoying herself.

Starlight sputtered as Trixie pulled away. Trixie's cheeks were coloring and her breath came in deeper gasps. A quick look down and the castle's reflective polished crystal floors showed Starlight the extent of her own fluster.

She was just kissed. By Trixie. Sure, the performer had an alpha mare assertiveness to her that she found attractive and Starlight admired her for that, but she never saw her as a potential romantic partner. Certainly not anything like she was just suggesting or what Starlight suspected she wanted from her.

Her heart beat in her throat and she swallowed to wet her suddenly dry mouth. Did she like Trixie like that, despite having her own eyes set on Twilight? Warmth flooded to areas that suggested she did. She traveled to Our Town with her, sacrificed herself to slow the Changeling hive, and understood what it was like to be an outcast in a town that never really liked her to begin with. There was certainly something there, a special kinship forged from the past and tempered with experience together.

But it wasn't love. Hell, she didn't think it was even lust. True, Trixie had her own charms and was certainly pleasing to the eye, but Starlight always thought of her as a friend and nothing more.

A lump joined her heart in her throat. Did Trixie see her that was all this time, and she was too blind to see it?

"T-Trixie, I appreciate the thought—I'm fl-flattered, really. I didn't think you thought of me like that, but." She swallowed. This felt like breaking up with someone. "...I kind of like Twilight."

Trixie didn't let up once ounce of that newfound swagger, but there was the faintest expression glossing across those sultry eyes. Just looking at her made Starlight's knees weak with the potential promise of what Trixie wanted to so.

"See? That wasn't so hard to admit after all." Trixie laughed and pulled away, sniggering all the while.

Huh? The little minx punked her and pulled a fast one just to make her admit it. _'You little shit,'_ she thought to herself.

"All of that just to make me say it?"

"It worked, didn't it?"

Starlight huffed in irritation—wait, why did she feel put out? "There are a lot better ways to make me admit some very personal feelings than... aahhhh..."

Her retort had evaporated into a squeak that suited Fluttershy more than the student to Princess Twilight. A smokey gleam returned to Trixie's gaze, saying so much more than words ever could. It was a look that Rarity often garnered when she pretended she wasn't paying attention. At least Trixie had the courtesy to reign herself in, but there was no mistaking it. Starlight was used to more passive ponies, but there was something oddly exciting about her friend's aggressive forwardness.

She swallowed in hope of clearing her suddenly parched mouth. No one ever looked at her like that before. They all looked at Twilight like that, or at Trixie during her more domineering moods. Never her. She wanted to be wanted, but as much as it broke her heart, she needed to turn Trixie down.

"T-Trixe, I'm flattered." She swallowed again. "But I... feel for Twilight. I'm sorry."

"Trixie doesn't mind."

"Huh?" came the unintelligent reply.

Trixie took a step forward and Starlight found her tail brushing against the wall of Trixie's study. Starlight's confession seemingly did nothing to deter Trixie.

"The Great and Generous Trixie does not mind sharing your sweet flank with Twilight. Hell, you can call her up to join if you want as long as she chills out; she's got that cute nerd look going for her."

She could feel warm breath run across her lips and shuddered. Her poor heart couldn't take much more and nearly stopped as Trixie gave her a peck on the cheek.

"You want to know a secret, Starlight?" She was frozen, but Trixie persisted as if she responded. "I know how to read the book already. There's a lot of things in there that would curl your hooves."

Trixie dotted kisses down her jawline, each one leaving her shivering and wanting more.

"Secret things. Dirty things. Things that happen at night behind closed doors."

The kisses trailed south until wet and warm lips pressed against her neck.

"Trixie doesn't mind if you want to bed Twilight. Trixie just wants a chance to do the same with you. If you want to be with her, Trixie can... teach you things she's learned."

Starlight's rump was now backed up against the wall as Trixie doted on her, never sealing the deal with another kiss, but each little flutter of lips asking to do so much more. If she'd been a mess due to Trixie's earlier teasing, now she was an absolute wreck. She could feel her coat slicked with sweat, and even with the telltale signs of gasping breath, her arousal was never more apparent.

"Trixie knows you want Twilight, and Trixie wants Starlight. You don't like me like you like her, but all Trixie wants is to be with you. If you want, think of this as something to break your nervousness. Trixie is willing to make the concession of letting someone else bed you, even if Trixie doesn't like them, for a chance to be with you. The Frisky and Knowledgeable Trixie can teach you things to woo Twilight, if you'd have me."

A low, guttural moan dripped from Starlight's lips as Trixie bit into the tender flesh of her neck as a sheen of marecum ran down her nether lips. She could feel herself leaking profusely now that her motor was running. Being busy running Our Town, then planning her revenge against Twilight, then becoming said princess' student had left her with little free time, and even less dedicated to satisfying her own personal needs. She hadn't taken a pony to bed in... hell, she didn't know how long.

And here was an offer. Trixie was her friend, and apparently wanted to be more, despite Starlight looking for the same thing in somepony else. She was another lonely pony that wanted a companion that circumstances prevented them from being together. The two of them were a pair in that regard.

She wanted Twilight. More than anything, she wanted Twilight, but now the one mare she'd opened her heart to more than any other had the same lovesick feelings bottled up inside her and released them with an admittedly enticing offer.

"Y-you don't mind m-me wanting Twilight?"

"Not at all, as long as you'll have me. Or Trixie can just call her up and invite her to join us right now."

Starlight crossed her hindlegs as they twinged with want. She on her back with Trixie between her legs as the doors open. Twilight stands there, wingboner apparent as waves of their lust and mysterious pleasure-increasing concoctions brewed by the show mare enhancing their play hung heavy in the air. She sees Twilight sniff once and a blush consumes her face, she shifts back and forth as her own nethers drip her love onto the floor, and with a plaintive voice she requests to watch.

"Show me."

The next kiss was exhilarating and would have bordered on savage had Trixie not restrained herself. Starlight sucked in a breath as she felt another love bite a little further down her neck. A tender lick caressed the skin and the nape of her neck was given a nuzzle before Trixie pulled away.

Light awashed Trixie's horn and the air reverberated with foreign spellcraft. Starlight recognized the thaumaturgical workings almost immediately. It was illusion magic with a very wide net, and while that was the magician's bread and butter, Starlight had yet to see a working as large as this one.

There was a flash bright enough to blind her and as she blinked away the spots in her vision, Trixie's room had been altered into something else entirely. It looked like a harem pillow palace laced with gold leaf, silken sheets, and a bevy of exotic fragrances. The cold crystal, four-poster bed frame was replaced by a large circular bed roomy enough to fit a small harem.

"The spell was meant for a larger group, but Trixie thinks it will do.

All Starlight could do was openly gawk at the display. Trixie was indeed good at illusionary magic, but this was bounds ahead of what Starlight thought she was capable of. Everything from the pleasant smell to the warm aura in the air that made her feel all gooey inside wasn't there before.

Trixie was nuzzling her neck and nudging her towards the bed. Starlight giggled as Trixie nipped at a particularly sensitive spot and felt her friend smile against her neck. The sheets were plush and soft under her hooves, and the bed didn't so much as shift as Trixie followed her with a little hop. She could see splotches of crimson blossoming across Trixie's face, the happy exuberance that made her countenance shine. Just how long was Trixie waiting for this moment? Was she going to spoil it for her friend?

Feelers of worry and dread crept into her mind. Trixie wanted to get closer to her despite her attraction to Twilight, but what if she wasn't all that good? Trixie said she didn't mind not being a lover, but if she was bad in bed, would that hurt their friendship? Would that shatter the image Trixie had constructed in her mind?

The thought vanished like a puff of smoke as Trixie pushed her. So caught up was she in her own thoughts that she was unprepared for the shove and huffed as her back sunk into the sea of blankets and sheets. It even felt like silk against her fur.

Trixie sauntered forward until she was standing over her prone form. A mosaic of emotions painted her face. Lust, happiness, anticipation, excitement, admiration, love. Starlight bit her lip and folded her hooves to shield her body. Heh, Trixie promised to show her such sinful things and now she was feeling modest.

She gave a little 'eep' as their foreheads touched, their horns giving the slightest little clack as they collided. Trixie rolled her head upwards to force her to look her in the eye. Warmth breath tickled Starlight's lips and she could swear she could feel the hard thrumming of Trixie's heartbeat accompanying her own. Trixie tilted her head and their lips met once again.

Trixie had been getting steadily more affectionate, but where her earlier kisses were loaded with desire, this one was romantic. No teasing, no adventuring, just a display of heartfelt feeling from one pony to another. Starlight broke the kiss first, although more out of a desire for air than anything else. The spark of her own arousal had been lit and set to simmer. Heat rose up within her belly and she could feel a trickle of arousal drip from her marehood.

Something in her demanded she make the first move and she wrapped her hooves around Trixie's neck, pulling her into a kiss. She didn't have nearly as much experience in lovemaking or knowledge from old tomes, but Trixie knickered happily as she took control until the next breath of air. More and more kisses came, each more passionate than the last. Both were panting and blushing heavily. Trixie's warm weight was soon pressed against her own like a furry blanket as she settled with her. A gasp of breath was all it took for a tongue to invade her mouth but Starlight did nothing to resist entry.

Hooves delicately cradled her head while plump hips started rocking against her thigh. Trixie's flower made itself known by marking Starlight with its honey-sweet nectar as she met the plundering tongue with her own. Every little stroke against her felt happy and worshipful. As inexperienced as she was in such matters, Trixie's callow fervor only seem to grow as their lust flourished.

A line of drool connected their lips as they parted and she felt teeth nip at her collarbone.

"You like that, huh?" Trixie growled as Starlight gave a little yip upon teeth finding a tender spot on her neck.

"I d-don't know, I just..."

Trixie snickered and her horn was cloaked in light once again. Starlight recognized ribbons of magic as tactile with a dash of transmogrification. The spell completed before she could get a good look at the working and a quick look to the sides revealed seemingly nothing changed. Teeth latched onto her collarbone again and everything exploded.

It started as a quiver, but the warmth in her cheeks spread to the rest of her body until her loins went from slow simmer to a raging boil. The little grunts and moans brought forth by Trixie's teasing and ministrations grew ragged and revealed to the troublemaking unicorn just how much of a screamer in the sack she really was. Her whole body shook uncontrollably as her eyes rolled to the back of her head. It felt like every drop of sexual frustration burst forth in one single, rapturous orgasm and dispelling any sense of discretion or decorum. Her muscles burned from exertion and lost all their strength, her head falling onto one of the pillows.

By the time her eyes refocused, she saw Trixie blinking down at her, apparently dumbstruck. "Trixie thinks she might have messed that spell up a little."

"...Thanks," Starlight said, exhausted. Whether her fur was tingling from her rampaging orgasm or the effects of the miscast spell, she felt like she could just close her eyes and fall asleep. Miscast or not, Starlight wasn't complaining. "What was that?"

"It is called "Thunder Touch." What happened was... not what the book described."

It was a wonder such a spell wasn't in use at brothels, or kinky carnivals and stage shows, a thought she unfortunately blurted out to Trixie.

Trixie snorted. "Are you implying you want Trixie to cast it on you in a crowd? Every touch making you want to cum?" Hips once again rolled against her thigh and she felt Trixie's petals drooling her excitement all over her leg. "Trixie would oblige."

Hmmm... the thought made her shiver. It could be a game to not cum, holding herself back as each flutter against fur and skin made her smell like she was in heat. Trixie would get off on teasing her while the exhibition would get her horny enough to rail Twilight into the bedsheets.

"Tempting, Trixie." She felt a flutter in her vagina but every muscle felt like taffy. "But I'm afraid you've already wore me out."

"I can fix that."

Trixie gave one last thrust and nipped her other shoulder, marking her with love juice and bite marks. She's be lucky to not have a hickey by the end of the day. A flask of rosy blue liquid floated from the confines of Trixie's saddlebags. "Zecora had the herbs to finish this. Oil of Flames, it's called."

It had the viscosity of water, but the consistency and taste of buttered bear, old parchment, and something Starlight could only describe as "Trixie."

' _I'm drinking it_ ,' she thought airily. Before she even asked what it would do, the enchanting smell had hooked itself into her brain and demanded she have a taste with its siren smell. Warmth flowed back into her limbs and she shuddered as an all too familiar tingle returned to her marehood.

"Oh dear." She felt herself winking already. "That is... potent."

"The author said too many doses maked her too horny, so Trixie only made two. How does it feel?"

Strange. She caught a whiff of Trixie's arousal and sweat, and it smelled like the decoction if there was a dash of Twilight thrown in there for good measure. She just wanted to run her tongue all along that swan-like neck and sample her like wine.

"It has... gotten me back in the mood for sure." Although that may have partially been due to Trixie grinding herself on her leg more than anything.

"Goodie." It was oddly disconcerting that Trixie had the smile of a shark when she was horny. Trixie dispelled Thunder Touch and latched herself onto Starlight's throat, trailing kisses down her sternum until Trixie nuzzled the little tuft of fur there, making her giggle. Trixie was certainly a lot more affectionate than her public persona implied, and certainly liked to kiss far more than Starlight imagined.

She squirmed as the little licks and nibbles drifted lower. Ever since the draft, it felt like her very blood was burning. She bucked as Trixie gave her nethers a chaste kiss.

"Let us contin—"

A crash.

"I heard screami..."

Starlight had imagined many times Twilight walking in on her while her marehood was on open display, simultaneously everything and the absolute last thing she wanted. Twilight was hovering in the doorway until shock caused her wings to lock up and fall to the ground.

"I'msorryI'msorryI'msorry!"

The magic attached to Twilight's horn fizzled out and she turned on her hooves to scamper out the door, face a solid crimson sheet. The door slammed shut and Starlight saw a flash from Trixie before Twilight fell in a pile of twitching limbs and wings. As Twilight rolled to a stop Starlight saw a pair of fluffy pink cuffs attached to both sets of legs. Twilight recovered her bearings, saw her bindings, and stared at them both in a mixture of confusion, uncertainty, and embarrassed arousal.

Trixie stared at Starlight like the selection was her fault. "It was the first thing I thought of!"

But alicorn magic ran through Twilight's veins; the cuffs snapped off in an instant.

"I do apologize for interrupting some... private time, so I'll make my leave." Twilight was already backing up in hopes of making a quick exit, but Trixie was one step ahead. With a little hop and a scramble of hooves, the showmare was behind the princess and nudging her towards Starlight's place on the bed. Shock had already rooted her in place despite the draft burning her marehood for some release, and Twilight's brain looked like it was going entirely on autopilot.

"Now, now, dear Twilight." That snapped them both out of their little funk. Trixie was never polite to Twilight unless she was plotting something. "Starlight has something important to tell you."

Rarely was Twilight one to lock up during her lessons, but intimacy seemed to hit that special spot for Twilight. What concerned Starlight more was Trixie's last line; this wasn't like chess and she didn't have to play three moves ahead to know where this was going.

"I think the far more pressing matter is what I just saw. And how did you change your room into—"

"Shhhh," Trixie hushed. "Not important. What is important is this. Sit up straight and listen."

Trixie craned Twilight's neck to look at Starlight and trotted away. Starlight swallowed as the floor was returned to her. This was it. She was frozen, Twilight was baffled, and Trixie settled down and smiled like a content cat. Might as well get it over with.

"Twilight..." Deep breaths. "You gave me a second chance when you didn't have to. Heh, I hurt you at times and you still tried to help me. You let me stay under your roof and teach me."

Starlight swallowed again. The pair of them were normally verbose to the point of boring, but now she felt tongue-tied and cotton-mouthed. What would Trixie do?

Starlight gave her mentor a chaste kiss on the cheek. Twilight twitched at the contact but it was already burned into her mind. She wanted to dot kisses along that jawline and—

"Sorry, I am... Trixie gave me something and I feel more amorous than usual." Horror clawed its way across her mind as she examined the implications of her words. "Not that I am feeling amorous all the time! I just... I'm digging a hole here, aren't I?"

Trixie chuckled into her hooves. Twilight just looked at her, stunned. Damn it, why did Twilight have to look like a kicked kitten? "Starlight..."

It was best to just think of it like a bandaid. Just peel it off all on one go and get it over with. "You help me, put up with my neuroses and past mistakes and try to teach me to be a better mare. You treat me better than anypony should, like what I like, and understand magic like I do. I know there's a laundry list or reasons and supporting factors to explain what I'm feeling right now, but I can't help it. I think I love you."

Rarity had no less than three shelves full of nothing but love stories and harlequin romance. Starlight had borrowed a few, some even a little more explicit than polite society desired. She recalled scenes upon scenes, entire books worth of confessions and romantic declarations, sensual overtures and erotic displays. Starlight's mind was a blank and jumbled mess, desperate to grasp some train of thought to explain her feelings that didn't make her sound like some sort of dullard. In her free time away from her studies and lessons, her mind occasionally wandered towards the topic of confessing to the mare in front of her. She prepared essays and even memorized speeches, but now each and every minute of preparation for this exact moment was thrown right into a grinder.

Twilight was equally oblivious about what to do if her conflicted face was any indication. She didn't even make a move to escape the lingering smell of sex and the memory of the two mares making out. She just stood there, wings just slightly fluttering back and forth, weight shifting from hoof to hoof, until after what seemed like an eternity, Twilight finally spoke.

"How long have you been waiting to tell me this?"

"A while."

Twilight swallowed. "It's natural, um, I mean I suppose it is not abnormal to feel that way. Two ponies, one in a position of authority, one can easily develop feelings for the other."

Starlight silently nodded, letting the mare process everything at her own pace, but what would she do if Twilight turned her down? If it were a confession under any circumstance, perhaps the two could return to amicable terms and life would proceed as normal. Twilight had just caught Trixie with her hooves in Starlight's cookie jar, followed immediately by an unexpected confession; Starlight doubted Twilight had a contingency plan.

Twilight took a breath to steady her nerves and continued. "To be honest, I admired your skill in magic when we first met. You were like a less annoying Trixie."

Twilight went through a brief bought of nervous giggles, and to her surprise, Trixie smiled.

"I respect benign feelings of admiration and attraction can happen," Twilight continued, "but you... have caught me at a disadvantage. I haven't anticipated this particular scenario and haven't formulated any potential responses; I honestly didn't think this would be an eventuality and didn't dedicate any resources or theoretical outlines to anticipating what to do in this situation and now I'm rambling, aren't I?"

"Mhm," Trixie affirmed. Starlight said nothing, still unsure how to respond.

"I did ponder at times what it would be like to... have an equal." Twilight rubbed the back of her neck with a hoof. Starlight's eyes drew to the fluttering of Twilight's wings. She knew that they were a telltale sign of a pegasi's emotional state, but all others she had ever known had some degree of control of their wings' when excited. Perhaps, Starlight postulated, Twilight didn't have such control due to her ascension rather than having been born with them. "I mean, not in terms of station or title, just somepony that understood what it was like growing up alone. An intellect. I suppose... I see that in you." Twilight pawed at the bedsheets and flicked her tail from side to side. "I enjoy our time together. It's fun. I like teaching somepony what I've learned, and I'm proud of what we've accomplished together."

Starlight saw it coming before Twilight even got her next words out. The flattening ears, the flitter of feathers. Regret. "Nevertheless, I am not sure it is appropriate for a student to have a relationship with a teacher—"

Twilight was cut off by Trixie's loud and derisively obnoxious snort. The sound alone seemed to steel Twilight's courage and—

Oh. Oh dear, Twilight was kissing her.

Starlight felt like a deer that just had a light shined into her eyes. Every part of her mind and body locked up. Twilight was about to turn her down, Trixie did something stupid, and now Twilight was kissing her. Goddesses, her hindquarters were already coated in her own love juices. Paralyzed as she was, she felt like she was in heat and some beartrap had ensnared every muscle in her body. She felt more eager than blindly horny, but now her heart was ready to explode at the possibility of finally getting her wish.

Twilight wasn't even close to being in the same league as Trixie in terms of kissing. All Twilight had done was press herself into Starlight's lips, eyes closed in either embarrassment or rapturous arousal like herself. Oh, now there was a little bit of tongue. Starlight opened her own mouth, more out of surprise that Twilight was being so forward rather than a welcome invitation to explore. She felt Twilight lick her lips, tasting what she'd been up to all too recently.

She finally snapped out of her stupor, but Twilight had already pulled away by then, breast heaving and wings creeping open. Twilight had just kissed her. Her secret amore, the object of her affections, had kissed her. She felt like she had to say something.

"Wow..." Starlight said dully.

As if on cue, both snapped to attention. The moment had broken, but mostly because they had forgotten they were not alone.

"Oh, don't mind Trixie," she said, but Starlight could tell by the way her tail swished back and forth, spreading her scent, that she liked what she was seeing.

Starlight wanted to savage Twilight in so many ways, but while Starlight, although under alchemical influence, would gladly bed either mare in the moment, her eyes were set on Twilight. Trixie had provided this opportunity and she dearly did not want to waste it. Twilight was interested in her on some level, although her foggy mind was making it difficult for her to rationally analyze the situation.

Trixie. Trixie said something, and Twilight indignantly did the opposite. There was something niggling in the back of her mind about that fact, but it escaped her.

"Twilight... are you sure?"

Hell, she felt like a filly about to ask a date to dance. Hope and desperate arousal were ready to make her jump Twilight's bones.

"I don't know why I did that." Twilight took a step back. "I really don't. Really don't. Oh, I'm ready to start rambling again..." Twilight held a hoof to her lips. "I... I think I am willing... to give this a try, Starlight. I am not sure what this is or what will happen after, but I like it."

Snuggled as she was into the sheets, Trixie looked like a loaf of bread with a twitchy tail. The mare clapped her forehooves together, blatantly pleased at the turn of events. "I'll leave you two to start."

Twilight gave the mare a mildly annoyed glance, but shifted her weight back and forth, only this time it was less out of nervousness and more to soothe the ache she had in her loins like Starlight had mere minutes prior.

"I-I-I don't know where to start," Twilight simpered fearfully. The buds of fear were already blossoming in those wide, lavender eyes. Gosh, Starlight could just sink into them and stare for hours.

"Trixie has a remedy for that."

Starlight shared Twilight's huff of irritation. She was thankful for Trixie's meddling, but now she was encroaching on ruining the moment with the mare of her dreams. Oblivious or just ignoring the tension, Trixie nosed the second bottle towards Twilight.

"Trixie only made two, but she supposes if Twilight needs a good reason to warm up, she can borrow Trixie's remedy. Trixie doubts she will need it anyway."

Curiosity stronger than anything, Twilight uncorked the bottle and gave the contents a slight sniff. Mere second hand exposure caused Twilight to shudder and her pupils to visibly dilate. "What is it?"

"The same thing Trixie gave Starlight. A sort of insurance policy ensuring long nights and sore thighs in the morning. Unless if you are not feeling up to it?"

Trixie barely had to leave the question hanging in the air before the princess downed it in a few gulps. Trixie's absolutely sinful look would have been enough to melt her into a quaking puddle of excitement, but this time it was directed at Twilight. Cork and bottle hit Trixie's floor and the changes slowly overcame Twilight. Quickened breath, fluttering heartbeat, and the faintest trickle down the hindlegs. Twilight's eyes met hers.

"I don't know if this is a good idea, Starlight." She could see Twilight's will crumbling before her eyes. She leaned in, only to move back, but the telltale blush more than gave away what she was feeling right now.

"Me neither," Starlight confessed.

"...Goddesses, I want this." Twilight leaned in close.

The kiss was electric in every sense of the word. The tingle dancing down her spine, the coarse warmth of Twilight's chewed lips against her own, the exhilarating warmth building in her own needy womanhood; she was finally kissing Twilight and it was such an explosion of delight. The difference between the two mares was immediately noticeable. Trixie liked to enjoy herself, and while Twilight was far less experienced if the present was any indication, she was far more enthusiastic.

Starlight squeaked as Twilight pushed her onto her back without disconnecting herself from the kiss. The smell of arousal, victory, and passion began flooding the air in earnest now as a wet warmth ground into Starlight's thigh. Hips rocked forward and for a glorious, brief second she felt Twilight's leg brush against her own sex. Twilight parted for air for the briefest second, but it was just enough to turn the tide back in her favor. Starlight wrapped a leg around Twilight's neck to pull her down for a stolen kiss. She wanted to bring a little tongue action into the game but didn't know what would work or if Twilight would like it, and thus settled on mimicking what she liked about Trixie's attentions. Her mentor groaned slightly as she dotted kisses from her mouth and down Twilight's jaw. She wasn't nimble or skilled, but it filled her belly with warmth when she suckled against Twilight's neck and her a long moan drip forth.

A giggle broke them both from the spell they'd been under. Vigor and vitality was flooding her veins, fueling the eager desire to breed, but the two of them had a guest. Trixie was lying flat on her stomach but little motions in the silken sheets revealed she had a hoof pleasing her nethers. Twilight stood up, flush with arousal and her mane a mess.

"You two are cute together," Trixie purred as she brazenly masturbated. "Rail her _right into the sheets_ , _Sparklebutt_."

Oh, please yes.

Twilight was every bit under the spell of Trixie's draft. Starlight ground her thighs together upon seeing a dollop of Twilight's own feminine excitement running down her lavender fur. She wanted to lick her legs clean and drink from the font from which it came. She wanted to grind her marehood against Twilight's like a stallion would impregnate a mare, to feel each other's slick sex and clits rubbing together, hips bucking together until their quivering sexes spasmed and came.

It was Twilight's turn to cry in surprise as Starlight tackled her to the bed. It was all becoming too much for her and she needed to feel Twilight's flesh against her own right now. She silenced Twilight's cry of protest with a brief tug on the ear followed by some more nibbling on her throat. Protests and exalted mewls came out as a mess of gibbering syllables when Starlight lined herself up and rocked her sex into Twilight's. Every neuron in her brain exploded in pleasure and made her give what was surely not to be her last cry of pleasure into the night. Twilight was quick to meet her thrusts, their clitorises dancing on top of each other.

The pair of them released a simultaneous shrill shriek. It surprised her at first to hear Twilight's cry of pleasure; she thought it was only herself that felt Trixie's tongue along her pussy lips. Both turn their heads to see Trixie's shark like grin and she pulled away from their hind quarters, licking her lips.

"Trixie!" Twilight protested, half shocked half aroused.

"Trixie doesn't think the princess protests too much if what I tasted is any indication."

Trixie sauntered forward, but it wasn't the predatory gleam in her eyes of which Starlight took note, it was Twilight. The princess reflexively ground against her, sending shivers up her spine. Twilight was nearly as red as Big Mac and even without the telltale wingboner, the look of intimidated arousal at Trixie's approach was quite revealing.

"T-Trixie, what are you—"

Starlight had to hold herself in place to prevent Twilight from bucking her right off. Starlight's own pussy leaked in earnest as Trixie licked Twilight's horn from base to rigid tip. The pair of them giggled as Twilight suffered through Trixie's affections. Sparks and flashes danced across Twilight's horn with every pass of Trixie's talented tongue, and each run was matched with a deliberate thrust of Starlight's cunt right into the princess' fabled purity. If Twilight was a mess before, she would be a veritable wreck now that was being double teamed from both ends and giving a garbled string of stutters and half formed pleas for more. For a brief moment, Starlight felt a brief kinship with Trixie, fully understanding why she teased Twilight so relentlessly.

Trixie gave one more slow, long lick, ensuring the squirming alicorn endured each lavishing stroke. After one particularly hoof-curling bout of tribadism, Trixie caught her eye and gestured her to lean forward. The message was more than clear.

Starlight leaned past the panting and blushing face of Twilight, making sure she planted a nice wet kiss on those lips along the way, and dragged her own tongue along the ridges of Twilight's horn until she met Trixie's. Just the barest moment passed between the two of them before they began passionately tonguing each other as the helpless princess squirmed between them. Starlight faintly registered Twilight's staccato squeaking, no doubt signaling her own coming orgasm, but Trixie once again broke the moment.

"What would Princess Celestia think seeing you now, Sparklebutt?"

Starlight felt Twilight huff into her chest and her panting die down. Whatever irritation Twilight felt, Trixie pulled another stunt, but this one distracted Starlight as well: the book of erotic spellcraft floated from under Trixie's own bed. Starlight saw her flip to a bookmarked page, and read for only a moment before wrapping her horn in arcane sorcery. The meaning of the text was utterly lost to her, but she knew spellcraft like none other. Two pages, two spells. The first was some sort of transfiguration, but the other was bending light and color. Illusion magic.

In a flash of periwinkle light, Trixie... was no longer Trixie. Another Twilight stood beside Starlight while another lay prostrate beneath her, the latter utterly confused. Trixie's now lavender fur rippled slightly as she moved, patches of her illusion breaking and reforming as she stretched like a cat. The spell was imperfect but otherwise, and without the new Twilight's shit-eating smile giving away the illusion, there were two princesses.

After a throat clearing, Twilight's voice came from the doppelganger's lips. "Dear Princess Celestia: this week's friendship report is about showing the friends the magic of friendship with benefits. Just like you tried to teach me before I chickened out."

"Celestia did not—!"

Whatever Twilight was going to say, it was interrupted as Trixie slapped her tail against the alicorn's rump. "Come off it, Miss High and Mighty. Starlight has the hots for you. It's time to return the favor."

Trixie pushed Starlight onto her back. Two Twilights were now looking upon her, one grinning like a shark. Starlight had fantasized about Twilight taking her so many times, but two?

Fake Twilight chose to settle between Starlight's parted legs rather than go in for another kiss. Trixie closed her eyes and inhaled, savoring the scent of Starlight's marehood.

Soft lips pressed against the inside of her thigh with each peck getting closer and closer to her dripping core. Starlight squirmed as Trixie inched nearer, humming in Twilight's gentle voice. Not one to be left out for long, or at least trying to show up Trixie, the real Twilight rolled on top of her and gave a kiss of her own. Twilight wasn't as good of a kisser, but her heart exploded knowing the focus of her crush was now taking the initiative. She could feel Twilight's arousal soaking the fur on her stomach and the little rolling of her hips as the princess tried to maximize the sensation against her marehood. Starlight's breath caught in her throat as Trixie's coarse tongue slide across her slit and flicked the little nub nestled between the folds.

"T-Trixie–Mmmph!"

Upon her exaltation of Trixie's ministrations, Twilight took the opportunity to slide her tongue between their lips. Her fur was becoming a slick mess as Twilight tried to rub one out against her fur. A thin sliver of drool trailed down Twilight's lips, but the alicorn didn't seem to mind in the slightest as she pleasured herself. Eyes half-lidded, ears erect, chest heaving. She was as far from royalty as Starlight had ever seen her.

She gasped as Twilight came back for another deep kiss and commanded their tongues to dance. Fake Twilight had also decided to reassert herself with a fresh assault on Starlight's labia. She could feel the minute ridges of the doppelganger's tongue against her nethers and the playful flick that teased the nub hiding under her petals. She bucked her hips, but the combined weight of Twilight sitting on her chest while Trixie held her flanks as her marehood was worshipped kept her in place. Gentle licks gathered what arousal she leaked, Trixie's tongue almost scooping her excitement and drinking her down like those teas she loved. She moaned into Twilight's embrace as she was penetrated by Trixie's dexterous tongue. As soon as it was inside, it exited, but the twin alicorns were not ones to keep her waiting.

Starlight had given up trying to keep a kiss going with Twilight, and her teacher had done the same. Starlight nestled herself into Twilight's chest. Twilight was losing herself in the pleasure, tongue out, humping against her like a living sex toy, being used and abused for a princess' pleasure and nothing else. Oh, goddesses, she felt herself almost spurt against Trixie's tongue at the thought. Images were now invading her mind: Trixie annoying Twilight enough to get thrown into a stockade with Starlight right alongside her for not paying attention to a friendship lesson. Twilight would have them both there for public use, or force her purple rump into their muzzles until each bound mare got her off.

No doubt Trixie could tell she was almost at her peak. Her gasping breath matted Twilight's fur and she wrapped her forehooves around the princess to have something to hold. Each lick against her cunt was coming with increasing speed to match her own desperate whinnies to cum. She could feel Trixie smiling between her legs and the pace increase to finally throw her over the edge of release. Twilight's self pleasure session had devolved into animalistic rutting, all sense of propriety finally gone as she grunted and wheezed, Trixie's concoction all but demanding the horny mares mate.

Twilight's sudden intake of air, the high keening noise, and the intermittent jerking of her hips was a telltale sign that the princess had finally reached her own orgasm, even though most of it was spent riding Starlight like a sybian. Starlight knew she wasn't far behind. All it would take was a little more tongue lashing from the talented mare between her thighs. So close, just a little bit more...

The well within her burst forth with all the might of the sun at its back. Wave after wave of bliss crashed into her body, flooding the room with the scent of lovemaking. The call for sleep tugged at the corners of her mind as pleasure overwhelmed her world. Twice she had orgasmed with each one filling her with new heights of pleasure, and yet still the draft kept her conscious and ready for more.

And yet something had occurred in the brief moments when she was consumed by her orgasm. Twilight's comforting weight on top of her had vanished, but the sound of kissing sent a new wave of excitement flashing through her marehood.

Starlight had heard stories about her friend after Trixie became a semi-permanent resident in town, most from Twilight herself, but there were more than a fair share of stories involving some "incidents." Trixie's reputation was tarnished here, but when Starlight looked into Twilight's eyes whenever the showmare's reputation and character came up, there was something a little more than distrust.

A pair of Twilights were nuzzling into each other's grasp. One sucked her breath in through her teeth as her twin on top of her tugged at her ear. "Trixie!" the bottom squealed. Trixie nipped at Twilight's neck in between kisses as her lover squirmed against the silken sheets. In the past few minutes, she had come to recognize Twilight's nervous lust, but mixed in with the quiet breaths and twitching tail was something a little more. It was the look Trixie had given her earlier, the same look she had seen on her own face when thinking about the princess after many lonely nights in a cold bed.

Twilight was introverted, intellectual, and prone to avoid confrontation, traits Trixie lacked in every respect. One, a shy bookworm, the other capable of drawing others to her with showmanship flare. An attractive pony comes to town, holding a talent in a specialized magic, and able to work herself into a crowd far easier than Twilight ever could after she left Canterlot.

Did Twilight desire Trixie to some extent?

Trixie ran her forehooves across Twilight's pudgy flanks and a hindleg into her crotch, causing the princess to groan and her wings to spasm against the bed.

"Nice and plush, something to grab on to. I like it." Twilight's response halted devolved into a squeak as Trixie gave her ass a soft spanking.

"I'm not f-fat," Twilight grumbled underneath her.

"Yes you are, and I like it."

The Oil of Flames had recovered her stamina quickly enough, but Starlight settled onto her stomach to not disturb the mating pair. She slid a hoof down her stomach just as Trixie had done minutes before, stroking her inflamed and aching marehood to the rhythm of the lovemaking.

Where Twilight's thrusts were rapid and uncontrolled, Trixie was as careful and slow as she possibly could be, no doubt prolonging Twilight's need for further release. It was the position for mares rather than a stallion's traditional mounting; lovers could look each other in the eye and see the results of their actions, the preferred intimacy between fellow girls.

"P-please?" Twilight pleaded. Her normally perfectly brushed mane was spread about her head in a frazzled halo. Trixie's own mane shifted from Twilight's normally perfect mane to her own light blue locks—equally disheveled—and back. Something about Twilight screwing herself into impropriety burned fiercely in Starlight's core and she increased the pace of her own masturbation, coating her increasingly slick hoof in her own love juices.

"So needy," the other Twilight taunted. Trixie gave her one delicious, hoof-curling buck that caused Twilight to cry out. Being on the receiving end of tribadism was electric enough and Starlight had not felt anything else like it before. The mixing of feminine juices as two young and willing bodies ground into each other was akin to two souls joining as one.

Starlight began humping her own hoof as a new fantasy took hold of her delirious mind. The exchange of femcum when Twilight's pussy kissed her own somehow impregnated her with the princess' beautiful essence. Starlight would be the mother of her child, just as Twilight would be the mother of Trixie's.

Lightning arched down her spine as she came to the image of her own perverted imaginings. Just as she was coming to, Twilight had entered the throes of her own orgasm. Hooves wrapped around Trixie's neck and lips desperate for a kiss, she cried out and pulled away as their pressed nether lips were suddenly flooded with a wave of fresh cum. Now that she thought about it, there was no obvious cry of pleasure or other sign that Trixie had cum herself, but exhaustion was settling on her shoulders; Trixie was the only one that hadn't had a draft of alchemic vitality.

"Want to try something new?" Trixie asked a dazed Twilight. Their nerdy princess refocused her eyes and nodded without a second thought. Trixie's horn was alight for just a moment and floated over the spellbook that had been settled on the edge of the bed. "This is the last one Trixie studied. You will approve."

Trixie's gaze shifted for that last sentence and Starlight had the sudden thought that Trixie's comment was directed at her. Pages flipped and Trixie settled on a thaumaturgical diagram near the end of the book. Trixie got up and gave herself a little shake, although Starlight's eyes were drawn to the fibrous strings of love juice that connected Trixie's luscious and jiggling thighs to Twilight's flushed marehood.

"My horn is up here, Starlight."

Starlight hazarded a guess that her cheeks couldn't get any more red than they were but obediently obeyed the silent request to watch the working. There were some figures she could recognize, but between the unknown language and the actual spellcraft, the latter was something she would have an easier time following. The glow enveloping Trixie's horn shifted from the levitation spell to the new working as the show mare read the pages. It was definitely not levitation, and much more complex than the Thunder Touch spell given what she had seen of the original casting. Her first thought was it was some sort of transmutation, but it was unlike anything she had ever seen before.

She had to have missed something. She remembered how Trixie performed the spell perfectly, but here eyes had to be lying to her. Well, Trixie was an illusionist. Perhaps the mare managed to pull the wool over her eyes somewhere.

Trixie had a dick.

Frank and beans, wallet and coin purse, pillar and stones, Trixie had a penis and a pair of hanging balls between her legs.

Huh.

Trixie shuddered and shook her ass a little. "Oh, that does feel strange." Starlight's eyes were now on the mare's pendulous sack hanging below her marehood. It was a dark blue, quite unlike Trixie's natural coat or the slowly failing lavender making her look like Twilight. Speaking of the mare, Starlight caught her looking at the pendulous, jutting stallion meat with nervous interest.

Another jiggle and a forehoof poke caused a soft coo to spill from Trixie's lips. "It really does take some getting used to." Trixie's dick was already at half mast if the length spilling forth from her sheath was any indication. An errant though made Starlight think Trixie would have given her a dick to rival Applejack's brother, but she was at a fairly modest size, if her current knowledge was any indication. It throbbed every so often in time with Trixie's heart beat and a little dribble was already spilling from the flared head.

Twilight's small, plaintive cry snapped them both back to reality. Only now did Starlight take a moment to analyze the position her two friends were in: Twilight on her back with her marehood on display with Trixie standing over her, stallionhood hardening with each passing second.

"T-T-Trixie, i'm n-not ready—"

Another squeak that would have made Fluttershy proud dripped from Twilight's lips as Trixie cast the same spell again. Tight focus transfiguration magic. It shouldn't be too hard to copy...

It was over in a moment and Twilight's gasp ushered in her own erection. Magnificent and hard as iron, Twilight was swiftly overwhelmed as undoubtedly a whole new wave of sensation and endorphins coursed through her system. Starlight didn't know if it was her or the princess that was panting harder now that a dark violet cock dribbled a few spurts of precum across Twilight's soft, furry underbelly. A pair of full balls crowned the base and covered Twilight's glistening marehood.

Twilight's shaky hoof reached forward and poked the beast nestled between her legs. It lurched upon contact and she bit her lip. "I-it's real..." came her rapturous response. As impossible—perverse—as Starlight's fantasy was before, now there was the very real possibility it could come true. Something akin to a mini orgasm fluttered through her belly at the thought.

Trixie kneeled at Twilight's hooves and wrapped a leg around the throbbing dick. Daring Twilight to look away with a sultry glance, Trixie gave the pillar of flesh an affectionate lick. Starlight wanted to get in on the action between the two horny girls, but she wanted to spend every waking moment burning the images into her mind until the day she died.

Twilight squirmed in place as Trixie's lick stopped just short of the flared cock head. Dribbles of precum collected on Trixie's tongue during each pass, but not once did she complete the task and commit to fellating the prone princess. Twilight's flare was getting close to twice the girth of her shaft. Ears twitched, hips bucked, legs kicked, eyes glazed, breath panting. Everything about Twilight spoke volumes.

"Please Trixie!" she begged.

Trixie snorted. "I want you to say it, Twilight."

"P-please put me in your mouth!"

Trixie snorted again, her voice modulation failing halfway through, but this time as she licked her way up Twilight's shaft, her tongue graced the top of Twilight's flare. The briefest portion passed between Trixie's lips and a strangled cry sent Twilight's wings into a constant flutter.

Trixie's ass was in the air and swaying from side to side, a tantalizing invitation given both of her sexes were on display. With a faint flutter, Trixie's illusion finally died and the periwinkle mare remained. Trixie's tail rose. So inviting, one lick of that delicious flower wouldn't hurt. Starlight nuzzled Trixie's flanks before giving them a lick, tasting the sweat of her skin.

Trixie's shriek of surprise brought the threesome to a stop. Twilight, confused, but Trixie was looking back on her with a mix of passion and surprise.

"I'm sorry, I thought you were okay w-with..." Starlight trailed off and just nodded toward Trixie's hindquarters as if to finish her statement. Trixie did seem the most amorous and experienced when it came to sexual matters among the three of them. Starlight didn't think Trixie would mind, let alone be surprised given she was about to inhale a dick she conjured.

"Trixie doesn't mind, she's just surprised. Trixie thought you just wanted to watch and was unprepared when... her mouth was about to be busy."

Twilight's eyes shrunk and cock started to wilt at the potential implications.

"I'm sorry, Trixie. And Twilight."

"Just when it was getting good," Twilight joked.

Trixie saw Twilight's slowly softening dick and gave the tip a little kiss, something that slowed its shrinkage. Reassuming her position, she waved her posterior in Starlight's face. Starlight inched her muzzle forward before a wicked idea came to her.

"I want you to say it, Trixie."

Trixie rolled her eyes. "Please pleasure Trixie's slutty, schoolfilly behind, teacher."

Starlight giggled and gave Trixie's rear an affectionate smack. "That's better."

Trixie started first and bobbed her head on Twilight's penis. The first upstroke finished with Trixie collecting what precum she could and sinking down once again. Twilight no longer looked as weirded out as she was previously and relaxed her posture on the messy sheets. The air had long become thick with the smell of sex and mating ponies, fur coats slick with sweat and sexual unmentionables. Moans slipped from her lips, one right after the other. Trixie stretched her jaw wide and pushed the piece of cock meat deeper, and coupled with a pair of stroking hooves, Twilight's writhing and wails made it clear she was well on the track to cumming. Starlight could be doing that to Twilight soon enough, but she had something else to occupy her.

It was time to get to work.

One long lick was enough to find the little love button nestled inside Trixie's lips. Starlight could almost feel Trixie falter, and the groan of delight muffled by the dick in her mouth was a clear indication as any. It was an uncomfortable angle to have herself hunched under Trixie's ass, no matter how plush and inviting it actually was. Starlight got to her knees and grabbed each buttcheek in a hoof to hold herself steady. She planted a few kisses across the moist slit before giving the labia lips a gentle nibble. Trixie's lurch backwards earned Starlight a face full of mare cum and the warm touch of Trixie's balls against her chest. Right. She almost forgot Trixie was now sporting some extra equipment. There was time to explore that later, so right now she decided to focus on what she knew.

Starlight gave Trixie's ass one more love bite before returning to her job. Gentle licks recovered what arousal her friend leaked and she sank her tongue as deep as she could go. Trixie's pussy was yielding to her intruding tongue. Each pass was met with another thrust of full ass into her face; Trixie was slacking in her task to please Twilight.

An evil thought brushed past her mind, one far more punishing then making Trixie half-heartedly beg to get herself pleased. Oh, she would make Trixie proud with this one.

Trixie whined as Starlight pulled away, but her eyes were already on the prize: her own nethers. Trixie's spell wouldn't be too hard to complete with a few seconds and the right application of magic...

Something akin to a pop and a shudder ran down her spine and flooded her own leaky cunt with a whole new wave of sensation. It felt off, and not in the sense that she had much more added weight between her legs. Strange, powerful hormones were flooding her brain. The scent of a ripe, ready mare was heavy on her tongue and she had the desire to plow that fertile ass right into the dirt until she was full with child.

"Wow..." Trixie was right. It did take some getting used to.

Mouth full of cock, Trixie could only side eye her to see why the tongue lashings had stopped prematurely, but couldn't do so without stopping her own ministrations. Gagging on dick, she gave a whinny of disappointment and need, but continued with her task. Starlight needed to act fast if her little plan was to work. She just needed to wrap her legs around Trixie's hips, a task not inconsiderable with regards to how big her ass really was.

Starlight reared up and wrapped her hooves around Trixie. The mare squeaked under the added weight, but Starlight felt her tremble as Starlight's new dick brushed against Trixie's ripe and ready balls. She pulled back and it only took two more jabs for her to feel the warm flower to kiss her hardening dick. Starlight tightened her grip on her friend before whispering, "Don't cum and make Twilight finish first, and I'll let you mount me."

Starlight could think of no better carrot to hang. Trixie's eyes lit up, and the very sight of her friend's happiness warmed her heart considerably. It was least she could do for Trixie for bringing them all together, but she could still dip the reward in Trixie's own patented mischievousness. What would it be like to be filled with a warm prick while she fucked Twilight?

Twilight's dick popped out of Trixie's mouth for just a second. "Fuck me raw, Starlight."

As Starlight prodded a little deeper into Trixie's sex, instinct took over and soon she found herself wedged in between those hot, warm folds. It was so unlike filling her own pussy, nearly indescribable on every level and still so familiar. Rather than being stretched, her whole being felt nice and warm. Everything about Trixie was soft and feminine, pleasingly plump in all the right places. She preferred Twilight's thinner, more bookish frame, but feeling Trixie's curvy and voluptuous body around her was simply irresistible.

"Oooooh, I wish we did this sooner," Starlight moaned.

Oh, how nice and tight everything felt. Trixie was welcoming and stretching just enough to take her cock head as if to swallow it whole and squeeze every bit of ecstasy from her body. Trixie shoved her ass back into her and another inch disappeared into the folds. So enraptured was she in her new feelings, she missed the fact that only her flared cock head penetrated Trixie's quivering sex.

Getting a better grip around Trixie's midsection, Starlight gave a tentative thrust into her friend's pussy. It felt so good to be engulfed, to feel her mighty, fat balls swinging and ready to fill her mare to the brim. Goddesses, was this how all stallions felt? No subtlety for wooing a mare at all, but damn did it feel good. She bucked her hips again and again. Pleasure arched up her back and made her hooves scrape against the sheets as she did her best to plow Trixie's fertile plot. Trixie was supposed to make Twilight finish before her, but Trixie was going to have to work for it. Something primal sunk into Starlight's mind as she started to hammer her cock in and out of that pleasantly yielding slit. Starlight grabbed a hold of Trixie's ear and tugged again, forcing Twilight's dick out of her mouth making the mare shriek in delight as she was taken like a broodmare.

Twilight was having none of it. Now receiving some attention herself, Trixie was slacking in her duty to please the needy alicorn. Twilight wrapped her hind legs around Trixie's head and pulled her face into the full and gurgling nutsack. It looked to be what the mare needed to reaffirm her task, and she slathered spit on Twilight's dick and sucking again. Trixie ceased to use her forelegs now and dedicated her full attention on sending as much mare meat as she could into her hungry mouth. Trixie heaved a little and Starlight heard her gurgling as she tried deep throating the dick, but it was clear Trixie fully intended to get Twilight off first. She sunk down and pulled her head up, taking just enough air before making the plunge again. Starlight didn't for fear of hurting her friend, but she wanted to touch Trixie's neck and feel how far Twilight was sliding down her throat, to cum to the sensation of Twilight spilling her load and pulse after pulse of cum filling Trixie's stomach.

Trixie's horn flashed. From where she did not know, a pair of polished wooden dildos floated through the air. One disappeared and Twilight squeaked. Getting a blowjob and her cunt filled. Lucky girl—oh goddesses! The next one filled her own leaky pussy. Hell, dripping was an understatement judging by how easily it slipped into her tight folds.

Her pussy was pleasantly filled with a welcome intruder as she warmed her new cock in her best friend's own marehood. Her humping made Trixie's cock slap against her underbelly as she gagged on Twilight's own twitching and ready-to-explode dick. Each and every twitch was giving another mare pleasure.

The dildo in Starlight twisted and began a small thrusting motion, just barely meeting Starlight's hammering, each ending in a loud slap of flesh against flesh. If the lack of cunt convulsions was any indication or the sudden splatter of semen on the floor, Trixie had yet to cum. Good, the bargain was still valid, but Starlight was getting awfully close to cumming herself. Trixie was also the only one not getting her newly conjured dick wet, likely an advantage in her favor. Pure, unabashed, lusty intent was already flooding Starlight's mind. During one particularly vicious thrust, Starlight instinctively bit into the back of Trixie's neck as she finally felt her balls slap against Trixie's own; she hilted herself in the mare at long last. Some mix of leer and grin infected her smile now that she had taken her friend in full and she released her hold before planting a series of sloppy kisses across the abused skin. By Luna's magnificent ass, she felt so good. Trixie clamped down on her like a vice with each roll of the hips, never once willing to let her fat prick leave its new home.

It was too much. Something strange was happening, something powerful, primal, and violent starting in her balls and ran up her spine. Soon her pussy joined in and started to convulse as she prepared to orgasm from both of her sexes. Starlight's pussy clamped down on Trixie's dildo so hard that the magic animating it could no longer move it as a load of cum boiled in her balls.

Starlight tightened her grip and pushed her spurting cock as deep as she could go before erupting into the wet depths. By now Trixie had inhaled half of Twilight's dick but stopped as she gave them both a mix of guttural noises now that she was being stuffed. She tried to count the number of spurts, but a second orgasm triggered by her spasming cunt sent her mind over the edge and into oblivion. All she could sense was warmth and the sounds of sex, but her mind quickly rebooted and she found herself laying across Trixie's sweaty back.

Fatigue was finally worming its way into her mind, the power of the draft slowly fading under their vigorous rutting. She removed her spent but still hard penis from Trixie's cum-filled cunt, and saw her seed dripping out of the ruined but still inviting slit. Starlight gave a pleasant hum as she removed Trixie's dildo from her twitching cunt. She felt like she could already go again, but contented herself to merely watch the sapphic spectacle unfold.

Twilight was now holding Trixie's head as the latter choked down cock like a professional. Trixie's face was a dreamy mask of crimson and wanton desire, but her eyes were up and daring Twilight to look away, declaring an unspoken claim on the princess' body and the pleasure she was now feeling. Twilight's breathing came in tight staccato gasps as she thrust her cock deeper in Trixie's expert mouth. As skilled as she was, the mare had apparently reached her limit swallowing dick with a few inches left to spare. Starlight finally got the angle she so longed to see and swooned as she saw a good two-thirds of Twilight's fourteen inch dick bulging Trixie's throat on the way down. Starlight could see the smooth contours of polished wood slide into Twilight's vagina, making the mare ascend into higher plateaus of pleasure.

Their eyes made contact. Starlight would have blown her load if either mare was giving her that look and it was finally enough to send Twilight over the edge. Twilight's eyes slammed shut and she screamed her release.

Trixie's cheeks bulged as she first shot of cum flooded her mouth as she worked Twilight though undoubtedly the biggest orgasm she ever had in her life. Starlight could physically see Twilight's cock throb and the new muscles contract to deliver its payload just as Starlight's dick flooded Trixie with cum. Starlight wanted Twilight to remove her penis and paint Trixie's face white, to mark her, but Trixie, in a herculean effort, managed to keep her mouth around Twilight's dick in place. She downed what she could, but soon dribbles leaked from around the seal of her lips until the spurts lessened and died.

Trixie had just been taken from both ends like a champ, but now Trixie was eyeing her. It was easy to see the fatigue clinging to her like a cloak. Was she just that horny? Was that what was keeping her going? The mare was insatiable; even as Twilight's head fell back, her mane splayed about as she panted for breath, Trixie shakily got to her hooves and sauntered over.

Oh, that's right. She'd made a promise it Trixie didn't cum, and judging by the hard, dripping, swinging length between her legs and the lack of cum painting Twilight's chest, Trixie's dick was damn near release. Starlight wondered what she looked like now. On her side, sweaty, and leaking from both of her sexes? A model ready to be painted on a dime store playing card? That was the look she saw in Trixie's eyes, the long-awaited reward she had been working so hard for. Cock drooling, pussy empty, and the fire in her core rekindled with a fresh wave of lust, she was ready.

Starlight leaned forward and nuzzled Trixie's length. It was hot and wet, rivulets of precum sticking to the shaft. It throbbed at the touch and Starlight could feel the quickened beat of Trixie's heart. She hadn't cum yet.

"You've been a good girl, Trixie." The two of them snorted at almost the exact same time. Judging solely by Trixie's behavior, she might have written the damn book. Something else caught her eye, however. Close to the root and stem as she was, Starlight saw Trixie's soaked snatch. Trixie gasped for breath as Starlight ran a leg up Trixie's thigh and felt her winking marehood and the steady trickle of both of their fluids. Although she managed to not blow her load over Twilight's fur, she certainly came with her cunt. "Half good, anyway."

Some look was sprouting over Trixie's face, but Starlight smiled and shook her head. She wouldn't deny her friend her desire based on that, and she didn't want to torment the mare any more. She more than earned her reward.

"How do you want to take me?"

Happiness, actual tears of joy sprouted in Trixie's eyes. "On your back. I want to see you."

It was a little uncomfortable on her back, but Starlight rolled back and spread her legs. Although her tool had shrunken a little, it was still ready to go. It currently lay across her own chest and pointed right at the underside of her chin. If she were to cum again, there was a certainty that she would taste her own semen. She felt strangely comfortable with that eventuality. Trixie had already sampled Twilight, and Starlight felt like there was plenty more to explore with her new appendage. What would it be like to walk around Ponyville with both sets of junk, just waiting for others to find out she was blessed with both sets? What mares would like to get plowed from behind? What stallions? She imagined herself on a haybale with Big Mac right in front of her, his cum dripping from her pussy and she now ready to repay him in kind with Applejack watches in eager delight.

"Somepony is excited."

Trixie's word snapped her out of the fantasy, but indeed, Little Starlight was no longer so little anymore.

"He's having fun is all."

"He?"

Male pronouns just seemed right for her new addition. There was a kinship that was difficult to explain. "He's happy to see you."

In an act that seemed so very unlike Trixie, she leaned down and gave the flare a chaste kiss. Starlight's member gave an involuntary throb and the tiniest part slipped between Trixie's luscious lips. "I'm happy to see him too."

She felt Trixie's dick brush against her ballsack and glide a little lower, the entire act plastering a look of lewd satisfaction across Trixie's face. No more teasing, no more aggressiveness prominent among stallions anymore; Trixie had returned to her previously gentle and tender nature.

Something about seeing the face of her current lover while they were doing this made her feel much better about the situation. The uncomfortable pain a pony would normally feel in her back in the prone position was being smothered under the Oil of Flames' lustful blanket. She could see the longing in Trixie's eyes, the result of a desire being consummated for a second time tonight. Nothing special, no more tricks or secret spells from a mysterious book, just the two of them together and a slowly rousing Twilight for an audience.

Trixie drew her hips back until her member dropped to kiss her entrance. Starlight swallowed and nodded. Trixie wouldn't hurt her. Even if she was so worked up she would explode in just a few strokes, Starlight wouldn't give anything to trade the moment away. Trixie braced her legs around Starlight's prone body and carefully inched herself forward. It was so very different than Trixie's dildo or when Starlight was left to her own devices. It was warm, uncomfortable, and just the slightest bit painful, but with that warmth came a certain calmness as she was stretched open.

"Oh!"

The two of them jumped as Trixie's flared head suddenly popped inside. Starlight groaned loudly as she was spread. An ache, deep and primal, had settled and begged to be satisfied as inch after inch of hot mare cock pressed forward until Trixie could press no further. Starlight thought each of their packages were relatively average-sized, but even barely inside it seemed so much larger and filled her completely. As horny as she was, her walls were already slick and ready, but Trixie did not press for further access. Trixie sought her neck and gave her an affectionate nuzzle. Starlight wrapped her forelegs around Trixie's neck and pulled her close, savoring the warmth of a mare's love. She could feel Trixie's heartbeat where they were connected, its gentle rhythm and steady racing that she caused. Starlight wanted to fall asleep there and simply bathe in the feeling of comfort and companionship.

"Ah! T-Trixie!" Starlight called out. As much as she wanted to stay in the moment, Trixie rocked her hips back to prepare for their mating. Whether it was out of sheer force of will or explicit carnal experience, Trixie was slow in her plunges. No doubt she wanted to draw out the torment just as Starlight teased her mere minutes before. That heavenly cock conquered just a little more every time it sunk inside.

Slow and gentle. Kisses in the nape of her neck. The soft, subtle panting of Trixie's breath in her ear. Soon Starlight began rocking her hips upward in time with Trixie's steady humping. There was no pain as she suspected, and the burgeoning feeling of fullness blossomed into a slow crescendo of pleasure. Each feeling of emptiness as Trixie pulled out was swiftly replaced by a wholesome feeling as Trixie fucked her just a little bit deeper.

There was a shrill cry and Trixie pulled away. Starlight felt no shame believing her first instinct was true: Trixie buried the unused dildo up her ass. Trixie was that kinky... right?

The sudden weight settling through both of them told a different story. Twilight had recovered from her momentary downtime and reentered the fray. She had reared up and grabbed Trixie around her midsection as the mare in turn fucked Starlight. Starlight could see the lavender dick sliding between Trixie's crotch boobs and smearing her belly in precum, but the lusty look Twilight gave over her shoulder left no room for error where she wanted her penis to go.

Unless... was Twilight into anal sex?

Trixie gave Starlight a smooch on the lips before turning her head. "About time Celestia's favorite virgin got her second wind."

"You bitch..."

Starlight would have questioned Twilight about the first and only time Starlight had ever heard her swear, but the two had already engaged in a deep and passionate kiss. Twilight tightened her grip and reared back. It took a few tries but a shudder and a muffled groan was telling enough that Twilight found her mark.

It was Starlight's thought that Trixie would not want to continue their fun now that she was being penetrated, but the show mare started the process again, each time gaining more depth until Starlight started to feel the tickle of Trixie's swinging ballsack brush against her tight rosebud. A little slap made her shiver at the new sensation; she wasn't one for that kind of play, but she couldn't deny that the feeling was quite pleasant.

What was equally arousing was the two mares openly making out above her. Twilight did not have either the patience or the control for gentle lovemaking like Trixie did. The two of them were in a steady waltz of twisting tongues and tantric steps. Starlight saw Trixie slide her lips across Twilight's own tongue and from the looks of it, each cock in the room jumped in response.

The two parted for air. Trixie gave Twilight a kiss on the nose for the dedication, but returned her attention onto Starlight. Twilight in turn rested her head on Trixie's shoulder and began to match the tempo. Trixie guided them both, thrusting as far as Starlight's marehood would allow and her balls slapped against flesh. Twilight would then impale Trixie and send a ripple of sensation through both lower mares. Having not had a stallionhood orgasm quite yet, Starlight could feel Trixie's flare begin to swell in preparation. Perhaps that was why she was going to painstakingly slow; she wanted to draw it out a little more than she was currently able.

Starlight felt Trixie hit something deep inside, followed by a firm slap of two full testicles pressing warmly beneath her cunt; Trixie had finally hilted herself and pressed just short of her own womb. The following thrust made her squeal out in pleasure as Trixie gave her innermost barrier the tiniest nudge. She wanted to feel that warmth flood her by a mare that loved her so completely. It was risky, but she could think of no better mates than the two mares before her, no better ponies to share this magical moment.

Starlight wrapped her hindlegs around Trixie to help her go as deep as she could. Every time her cock pushed inside, it rubbed up against that same hoof-curling spot. Each stroke made her groan and beg for Trixie's lips against her own. It was little more than a frantic kiss that begged for attention now that she was nearing the point of no return.

Trixie got there first. The mare hilted her, and with Starlight's grasp around the mare, she felt a bump right against her cervix. Something flashed across Trixie's horn. Starlight barely had time to recognize the Thunder Touch spell being cast before the world ripped away. The tinge of pleasure and pain upon having her cervix kissed coupled with the first jet of cum filling her where no other female had before sent a tidal wave of bliss coursing through her veins. She could almost feel Trixie's balls drawing up to deliver their load, but the swelling flare was hard to miss.

A string of perverse grunts and lascivious cries filled the room as her entire body began twitching violently. She wanted to do anything, a declaration of need or satisfied desire, her love of the two mares in front of her, anything; her mind was far too much a jumble of sensation to say anything. The feeling of having her insides painted white just as she had done in kind mere minutes before. Trixie's legs dug into the messy sheets in a last ditch attempt to go even deeper, to which Starlight responded by bucking her hips into the final thrust. Starlight shook as each volley of hot sperm coated her uterus, coating it in gooey seed. She couldn't hold back the scream of satisfaction as an emptiness she had not even known until now was appeased. Her own shaft started spurting, the first shot hitting her right below the chin, smearing the fur between her and Trixie in cream. A brief glance showed her Twilight's o-face as she no doubt emptied her balls as well.

Trixie collapsed onto her and Twilight a breath after. She could feel the volume of Trixie's spurts tapering off and held the mare, sighing in delight. Her insides felt so warm as the heat from a large quantity of mare seed pooled at the end of the slowly deflating cock. The engorged flare had kept everything in place, locking off her womb until she was properly seeded. She felt so very warm, gooey, and most of all, _stuffed_. A sound almost akin to a purr escaped her lips as she lay with two panting mares on top of her.

"You're not fat, but I need you two to get off of me," Starlight gasped.

Both of them giggled and rolled in either direction, Trixie on her left and Twilight on her right, a twin pair of pops coming as cocks withdrew from their snug prisons. The former looked ready to nap off the hour or so of sex, despite energy slowly pooling in Starlight's belly, although that might have been the load of semen, she thought happily. Then again, Trixie hadn't had the stamina draft.

"Wore out already, Trixie? I can go all day." Twilight smiled as she too saw Trixie's weary state. Trixie rolled onto her side. Gone was the lust and smokey looks; she was tired, her fur was slathered in Starlight's own cum, and she was thoroughly sexually satisfied. Something about that gave Starlight such pride. Trixie was easily the most experienced of the three of them, and Starlight's actions were instrumental in helping scratch the mare's itch enough that she looked ready for sleep.

"Trixie is..." she stretched like a cat and settled back down, eyes drooping a little. "Double stuffed."

Both Starlight's own cum and Twilight's were packed deep inside Trixie's womb. Starlight flushed, realizing Twilight had just railed the same fine piece of mare ass she did and bathed her cock in Starlight's cum.

Trixie sniggered and poked her hoof against Starlight's reviving cock. "Trixie admits her defeat." The mare settled down and lazily watched the two of them. "Starlight really does care for you, you know."

"I know." Twilight nuzzled her cheek. "...And thank you for showing me that, Trixie."

Trixie put her whooves to her cheeks, aghast. "A compliment for the virgin princess? What has the world come to?"

"Trixie..." Starlight chided, but Twilight didn't seem to mind.

"I understand what helping her meant to you, Trixie. I know she means a lot to you."

For once, not a quip or trace of snark was in sight from the illusionist. Despite her longtime rival and political superior on Starlight's other side, Trixie leaned forward and gave Starlight a kiss on the cheek. It didn't titillate or serve as a precursor to any more lovemaking. Truly it was unlike any kiss the affectionate mare had given her thus far. It was almost innocent and pure in its gentleness, filling her with a warmth that only Twilight had seemed to fill previously. As the kiss ended, Starlight felt a strange feeling of emptiness in its wake.

Starlight leaned in, resting her head with alongside Trixie's. No more love making despite the welling tightness in her loins insisting she breed once more. It was time to share the moment with the two most important mares in her world.

"I think Twilight has a thing for you," Starlight whispered in Trixie's ear.

"You wouldn't be wrong."

Well, there went any form of discretion on her part. Twilight continued her statement as she cuddled close to Starlight. "Call it jealousy or whatever you like, but I was never one to make friends in my youth. Even after moving to Ponyville, I tried to keep my private life to myself. When Trixie came to town, she had her talents on charisma on display for all to see, drawing in everypony, I was... jealous. It wasn't love, but I felt a... a certain attraction. I've had ponies when I lived in Canterlot try to get my attention due to my position."

Twilight looked over the sweaty tuft of fur on Starlight's breast and looked at Trixie. "I envied you for drawing ponies to you without having to rely on your status. Plus, I was quiet and you were aggressive. I never was. You were... the first mare I felt attracted to."

Just like before, there wasn't an ounce of sass of magnaminty as Trixie leaned forward and gave Twilight's snout a gentle nuzzle. "I'm flattered."

"Trixie thanked someone without sass!" While it was indeed unexpected, the gentle spank to Starlight's hindquarters certainly wasn't.

"Trixie also knows how to use rope pretty well, Starlight. Just watch my show."

"Speaking of, I'm sorry I didn't stop my friends from heckling your show. That wasn't right of them and I should have stopped them," Twilight added.

"Water under the bridge."

Despite Trixie brushing it off, Starlight could feel some kind of weight lifting from Trixie's shoulders. Sweaty, slightly horny, and faintly tired, the three mares snuggled close together in a group hug. Letting go, Trixie removed herself from the pair and settled back down, obviously tired. "Trixie is tapping out for the day, but if you two are still ready, feel free to continue. Trixie has already been railed by both of you. It's not fair if you don't do the same to each other."

Starlight's and Twilight's cocks jumped in unison and the simmering boil of Trixie's potion made itself known once again. Neither Trixie nor Starlight had to prompt Twilight to straddle Starlight's waist and return affections with a kiss. It didn't stay a kiss for long, as soon Starlight felt the now familiar warmth of a ready dick pressed against her soft inner thigh.


	3. On Dealing with Consequences

The last time Twilight had to hold someone's hair while they leaned over a toilet was the night after Rarity was banned from every single bar in Ponyville, an event the local bartenders call "The Time of Knives." Starlight slowed her puking to some dry heaving before wiping her mouth across her fetlock. Twilight released her magic and let Starlight's mane fall across her sweaty and ashen face.

"I think the term "morning sickness" is a little bit of a misnomer after lunch," Starlight said between tired grumbles.

Twilight let her eyes drift over the gentle swell of Starlight's expanding stomach. Starlight was perhaps even less physically active than her and the biochemical changes that came with foals made motherhood a little rougher than expected for her than she calculated. Trixie, on the other hoof... she was another story.

But as father always said, motherly tones were the best magic. She gave Starlight a gentle nuzzle that brought back her favorite smile. "I can brew something to settle your stomach. Come now, I don't want to catch you asleep on the bathroom floor again."

She gave another affectionate prod before nudging Starlight out of the bathroom. Fussing slightly under her breath, Starlight led the way into the castle common room. At least hoof pain wasn't yet a problem in the castle. Yet.

Twilight sighed and ran a foreleg along her own belly bulge. Two heartbeats.

"We're going to be mothers..." It still felt too unbelievable to be real. Now that her life had settled down somewhat, foals and marriage were on the table, but never in her wildest dreams had she anticipated things turning out like this. Feeling her own belly filled her with such giddiness and warmth every time.

Twilight trundled into the common room after Starlight only to discover both her and Trixie on the couch snacking on a bag of pretzels.

"It's really not healthy to binge on salts and junk foods, Trixie, and Starlight, you..."

Trixie's exaggerated mom shuffle off the couch stole the air from her lungs. Of the three of them, Trixie had taken to her pregnancy like a duck to water. Whenever Twilight say her lounging around the castle, it was often in a provocative pose specifically designed to make her blush as the mare maternally stroked her ballooning abdomen.

Trixie sashayed until she was nose to nose with her. The weight of three month old foals and Trixie's smokey and lustful look made her sit back on her haunches.

And then she stuffed a hoof full of pretzels into her mouth

"The princess doth protest too much," Trixie purred before turning on her hooves, her tail brushing underneath Twilight's nose.

Something flicked her forehead and Twilight snapped up. "Fwat fas vhat for?" she whined to Starlight. Mmmm... pretzels. She really was craving salt.

"You were almost drooling."

"I don't mind." Trixie settled herself on her side as she lounged on the couch, showing off her belly. Stupid sexy Trixie.

But Twilight admired that Trixie knew full well the effect she had on her and exploited it to keep her calm and relaxed. Knowledgeable she may be about the general biological changes and processes of pregnancy, she still had a known tendency to overreact. Trixie was the glue that kept the three of them together while Starlight was unofficial den mother.

"Before I forget, Nurse Redheart finally got back to me. Doctor Stable had finished testing all of our bloodwork and analyzed the sonograms. We're all carrying twins."

Trixie just shrugged and shoveled more garbage into her mouth, but Starlight picked up what was unusual about that immediately. "How rare are twins, anyway? I know single births are by far the most common, and twins do happen, but three sets of twins at the same time? How rare is that?"

"Very." Twilight's horn flashed and started filing away yesterday's work she had let out in the common room. "So much so that there is no record in Ponyville of it happening thrice. That's why I asked for bloodwork done, just in case. What came back was... interesting to say the least."

Twilight sat down. The added weight wasn't a problem, despite the feeling of expanding like a balloon. Her breasts swelling and rubbing against her legs with every step? That was going to get real annoying, real fast.

"Do you know what false twins are?"

Trixie just shrugged again. Starlight shook her head and said, "Can't say I have."

"It's exceedingly rare in of itself, but even more so now because it happened to all three of us. False twins occur when a set of eggs have been fertilized by two separate fathers."

If a mare with a set of magically-conjured junk could be called a father, and two of them at that. A moment of silence drifted between the trio as what happened settled in. It was very apparent that they had impregnated each other after a month had passed and the changes that came with all pregnant mares had settled in. But this? Twilight carried both Starlight's and Trixie's child. Her student and her endlessly irritating and stupidly pretty rival fucked her senseless and impregnated her.

"I think you'll make a good mom, Twilight." She blinked. There was no hint of mockery in Trixie's voice.

"It's not about ability. I'm a princess, I have a stable social network, I have resources to exploit—"

"You're unbearably nice. While that serves Trixie well enough when she wants to pull your mane a little when you're moaning, you go out of your way to help other ponies."

That was probably the highest praise Twilight had ever heard from the mare, all things considered. "Thank you for the vote of confidence."

"Think of it this way: do you regret what happened?"

The most intimate and emotionally mollifying day of her entire life? Not a chance. The consequences of that night however, were going to have consequences reaching decades. What was Celestia going to say when she finally mustered up the courage to tell her not only was she pregnant from two different mares, but she impregnated those very same mares herself? Already she was having children out of wedlock.

But the prospect of motherhood did have a certain appeal, even though that may have been the hormones talking. She had saved the world a few times, even gone so far as guide the town through various calamities. She had helped teach a student of her own and felt a distinct responsibility for Starlight, and now even more so considering Starlight carried her child. There was a certain maternal joy only an expecting mother could understand. Her friends were her friends and their bond was tighter than anything, but there was a sort of fragile and still pleasing kinship with these two mares that shared her bed and heart. Their bellies swelled and they spent the occasional night in each other's bed, sometimes as a precursor to lovemaking, other times just to bask in the motherly glow of each other. Fecundity had blessed them, and that blessing was scary.

Children? It would be an awfully great adventure.

"Not in the slightest."

"Good! For a second, Trixie thought you were going to go all crazy eyed on her."

"I do not go crazy eyed!"

"Well, your eyebrow was twitching a little," Starlight added quietly.

She was not even close to a Lesson Zero level event. Not even a Rarity at the bar level event. She turned away and cantered towards the door. She did have a lot of work to do, pregnant or not. "It's just a twitch from lack of magical exercise. I haven't been exerting myself nearly as much."

"Trixie smells your bullshit. Anyway, Trixie's conjuring has improved. Teacup!" Twilight heard the flash of magic and a clink.

"I've got some paperwork to file at the town hall later, but I can work with you afterwards if you want some guidance, Trixie"

"Acceptable, but how does it look so far?"

Twilight turned around. Trixie's teacup was a flowery pink and rose-colored piece of porcelain with a half-heart-shaped handle. Most impressive for a mare with so little experience in conjuration and transfiguration. What drew Twilight's eye more than anything was the eight or so inch slab of meat now laying across her thigh, drooling precum.


End file.
